Item 2.02. Results of Operations and Financial Condition.

On August 25, 2021, Photronics, Inc. issued a press release reporting third quarter fiscal 2021 results.

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d)        Exhibits
  99.1     Press Release dated August 25, 2021.
  99.2     Condensed Consolidated Statements of Income.
  99.3     Condensed Consolidated Balance Sheets.
  99.4     Condensed Consolidated Statements of Cash Flows.
  99.5     Photronics Q3 2021 Financial Results Conference Call August 25, 2021 slides.

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